BoD Results

Not for release, publication or distribution in Australia, Canada, Japan or theUnited States. These materials are not an offer for sale of securities in the United States.Securities may not be offered or sold in the United States absent registrationwith the United States Securities and Exchange Commission or an exemption fromregistration under the U.S. Securities Act of 1933, as amended. OJSC Magnit hasnot registered and does not intend to register any part of the offering in theUnited States or to conduct a public offering of any securities in the UnitedStates. This document is only being distributed to and is only directed at (i) personswho are outside the United Kingdom or (ii) to investment professionals fallingwithin Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (the "Order") or (iii) high net worth companies, andother persons to whom it may lawfully be communicated, falling within Article49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) abovetogether being referred to as "relevant persons"). The securities are onlyavailable to, and any invitation, offer or agreement to subscribe, purchase orotherwise acquire such securities will be engaged in only with, relevantpersons. Any person who is not a relevant person should not act or rely on thisdocument or any of its contents. In any EEA Member State that has implemented Directive 2003/71/EC (suchDirective, together with any applicable implementing measures in the relevanthome Member State under such Directive, the "Prospectus Directive") thiscommunication is only addressed to and is only directed at qualified investorsin that Member State within the meaning of the Prospectus Directive. Securities of OJSC Magnit have not been and will not be registered under theapplicable securities laws of Australia, Canada or Japan and, subject tocertain exceptions, may not be offered or sold within Australia, Canada orJapan or to, or for the account or benefit of, citizens or residents ofAustralia, Canada or Japan except under circumstances which will result in thefull compliance with the applicable laws and regulations promulgated by therelevant regulatory authorities in effect at the relevant time. Press-release Krasnodar June 26, 2013 OJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, June 26, 2013: OJSC "Magnit" (the "Company", "Issuer"; MICEX andLSE: MGNT) is pleased to announce the results of the BOD meeting held on June25, 2013. Please be informed that on June 25, 2013 the BOD meeting was held (minutes ofthe BOD meeting of OJSC "Magnit" are w/o No. of June 25, 2013). The meeting agenda: 1. Election of the Chairman of the Board of Directors of OJSC "Magnit". 2. Election of the Deputy Chairman of the Board of Directors of OJSC "Magnit". 3. Election of the Secretary of the Board of Directors of OJSC "Magnit". 4. Formation of the audit committee of the Board of Directors of OJSC "Magnit". 5. Election of the Chairman of the audit committee of the Board of Directors of OJSC "Magnit". 6. Formation of the HR and remuneration committee of the Board of Directors of OJSC "Magnit". 7. Election of the Chairman of the HR and remuneration committee of the Board of Directors of OJSC "Magnit". 8. Election of the Management Board of OJSC "Magnit". 9. Determination of OJSC "Magnit" business priorities. 10. Adoption of the decision to place securities (exchange-traded bonds to bearer of the BO-10 series). 11. Adoption of the decision to place securities (exchange-traded bonds to bearer of the BO-11 series). 12. Approval of the Decision to issue securities (exchange-traded bonds to bearer of the BO-10 series). 13. Approval of the Decision to issue securities (exchange-traded bonds to bearer of the BO-11 series). 14. Approval of the Prospectus (exchange-traded bonds to bearer of the BO-10, BO-11 series). 15. Approval of the major transaction (several associated transactions) of placement of the exchange-traded bonds of the BO-10, BO-11 series by means of public subscription. 16. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on shares of JSC "Tander" owned by the Company. The following BOD members were present: A. Arutyunyan, V. Butenko and S.Galitskiy. A. Zayonts, A. Makhnev, K. Pombukhchan and A. Shkhachemukov provided theirwritten opinions on the items of the agenda of the BOD meeting of OJSC"Magnit". The number of the BOD members participated in the meeting, including writtenopinions of A. Zayonts, A. Makhnev, K. Pombukhchan and A. Shkhachemukov amountsto not less than half of the number of the BOD members determined by theCharter of the Company. Quorum to hold the BOD meeting with this agenda is present. Content of the decisionsand voting results: Item 1 on the agenda: "To elect Khachatur Pombukhchan as a Chairman of the Board of Directors of OJSC"Magnit". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 2 on the agenda: "To elect Valeriy Butenko as a Deputy Chairman of the Board of Directors ofOJSC "Magnit". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 3 on the agenda: "To elect Andrey Arutyunyan as a Secretary of the Board of Directors of OJSC"Magnit". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 4 on the agenda: "To form the audit committee of the Board of Directors of OJSC "Magnit"consisting of the following 3 (three) members: Alexander Zayonts, AlexeyMakhnev and Aslan Shkhachemukov". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 5 on the agenda: "To elect Alexander Zayonts as a Chairman of the audit committee of the Boardof Directors of OJSC "Magnit". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 6 on the agenda: "To form the HR and remuneration committee of the Board of Directors of OJSC"Magnit" consisting of the following 3 (three) members: Alexey Makhnev, ValeriyButenko and Alexander Zayonts". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 7 on the agenda: "To elect Alexey Makhnev as a Chairman of the HR and remuneration committee ofthe Board of Directors of OJSC "Magnit". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 8.1 on the agenda: "To form the collective executive body (Management Board) of OJSC "Magnit"consisting of the following 4 (four) members: - Alexander Barsukov; - Sergey Galitskiy; - Marina Ivanova; - Ilya Sattarov". Shares of the above mentioned members in the charter capital of the Issuer andordinary shares stake owned by these members: Alexander Barsukov - 0.0026%; Sergey Galitskiy - 38.67%; Marina Ivanova - 0.00685%; Ilya Sattarov - 0.0005%. Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 8.2 on the agenda: "To appoint Alexander Barsukov as a Deputy Chairman of the Management Board ofOJSC "Magnit". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 8.3 on the agenda: "To conclude the employment agreement with the members of the Management Board.To approve the terms and conditions of the employment agreement with the memberof the collective executive body (Management Board) of OJSC "Magnit". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 9 on the agenda: "To determine OJSC "Magnit" business priorities by means of ratification of thePlans of financial and economic activity of the Company for the third quarterof 2013." Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Items 10, 11 on the agenda: "To place non-convertible interest-bearing certified exchange-traded bonds ofthe BO-10/BO-11 series to the bearer with the obligatory centralized custody inthe amount of 10,000,000 (Ten million) bonds of each series of the nominalvalue of 1,000 (One thousand) rubles each (hereinafter - "Exchange-traded bondsof the BO-10/BO-11 series"), with the total nominal value of 10,000,000,000(Ten billion) rubles each series being placed in the form of publicsubscription at the price of 100 (One hundred) percent of the nominal value ofthe Exchange-traded bonds of the BO-10/BO-11 series which amounts to 1,000rubles each (from the second day of the placement the acquirers shall also paythe accumulated coupon yield) with the repayment period on the 1,820th (Onethousand eight hundred and twentieth) day from the commencement date of theplacement of the Exchange-traded bonds of the BO-10/BO-11 series. The form of payment by cash by means of non-cash settlement in the currency ofthe Russian Federation is provided for the placement of the Exchange-tradedbonds of the BO-10/BO-11 series. The opportunity of installment payment of thesecurities is not provided. The Exchange-traded bonds of the BO-10/BO-11 series are repaid on the 1,820th(One thousand eight hundred and twentieth) day from the commencement date ofthe placement of the Exchange-traded bonds of the BO-10/BO-11 series. 100% (Onehundred percent) of the outstanding amount of the nominal value is paid at theredemption of the Exchange-traded bonds of the BO-10/BO-11 series. Theoutstanding amount of the nominal value is determined as a difference betweenthe nominal value of one Exchange-traded bond of the BO-10/BO-11 series and itspart repaid at the partial anticipated redemption of the Exchange-traded bondsof the BO-10/BO-11 series (if the decision on the partial anticipatedredemption was made by the Issuer). The commencement and completion dates ofthe repayment of the Exchange-traded bonds of the BO-10/BO-11 series are thesame. Repayment of the Exchange-traded bonds of the BO-10/BO-11 series, as well aspayment of yield against them is fulfilled by cash by means of non-cashsettlement in the currency of the Russian Federation. If the date of repaymentis a non-business day or a holiday - whether it is a public holiday or anon-business day for payment operations, - the due amount is paid on the firstbusiness day following a non-business day or a holiday. The Holder of theExchange-traded bonds of the BO-10/BO-11 series is not eligible for claiminginterest charge or any other compensation for such delay in payment. The choice of the form of the repayment of the Exchange-traded bonds of theBO-10/BO-11 series by the holders is not provided. The expenses related to the credit entries on transferring of the placedsecurities on the securities accounts in the depositary (implementingcentralized custody of the Exchange-traded bonds of the BO-10/BO-11 series) oftheir former holders (acquirers) are incurred by the former holders of theExchange-traded bonds of the BO-10/BO-11 series. Eligibility of anticipated repayment of the Exchange-traded bonds of the BO-10/BO-11 series is provided at the discretion of the Issuer and at the request oftheir holders. The procedure and terms of anticipated repayment of the Exchange-traded bondsof the BO-10/BO-11 series at the request of their holders are specified by theDecision to issue securities and the Prospectus. Anticipated repayment of theExchange-traded bonds of the BO-10/BO-11 series at the request of their holdersis performed by cash by means of non-cash settlement in the currency of theRussian Federation. The procedure and terms of anticipated repayment of the Exchange-traded bondsof the BO-10/BO-11 series at the discretion of the Issuer are specified by theDecision to issue securities and the Prospectus. Anticipated repayment of theExchange-traded bonds of the BO-10/BO-11 series at the discretion of the Issueris performed by cash by means of non-cash settlement in the currency of theRussian Federation." The price of the placement of the Exchange-traded bonds of the BO-10/BO-11series is fixed in the amount of 1,000 (One thousand) rubles for 1 (One)Exchange-traded bond (100% of the nominal value). From the second day of the placement of the Exchange-traded bonds of the BO-10/BO-11 series at the purchase and sale operation the buyer of theExchange-traded bonds shall also pay the accumulated coupon yield against theExchange-traded bonds calculated by the following formula: ACI = Nom * C * ((T - T0) / 365 / 100%, where ACI - accumulated coupon interest, rubles; Nom - nominal value of one Bond, rubles; С - amount of the interest rate of the 1st coupon in percent per annum (%); T - current date of the Bonds placement; T0 - commencement date of the Bonds placement. The amount of the accumulated coupon yield per one Exchange-traded bond of theBO-10/BO-11 series is calculated with the accuracy to one kopeck (rounding offigures in calculation is carried out according to the mathematical roundingrules. In this respect, mathematical rounding rules are the rounding methodwhereby the value of the integral kopeck (integral kopecks) does not vary ifthe first figure following the rounded one is in the range from 0 to 4, andincreases by one if the first figure following the rounded one is in the rangefrom 5 to 9). The Issuer of the Exchange-traded bonds of the BO-10/BO-11 series and thestock-exchange that has admitted them to the organized trading shall provideaccess to the information contained in the Prospectus to any related partyregardless of the purpose of obtaining such information no later than thecommencement date of the Exchange-traded bonds placement. The report on the admission of the Exchange-traded bonds of the BO-10/BO-11series to trading in the course of their placement and the procedure of accessto the information, contained in the Decision to issue securities and theProspectus, is published by the Issuer pursuant to the procedure and within thetime limit specified in Clause 11 of the Decision to issue securities and inClause 2.9 of the Prospectus. The commencement date of placement of the Exchange-traded bonds of the BO-10/BO-11 series is determined by the sole executive body of the Issuer followingthe admission of the Exchange-traded bonds to trading in the course of theirplacement. Information on the commencement date of placement of theExchange-traded bonds of the BO-10/BO-11 series determined by the Issuer ispublished by the Issuer pursuant to the procedure and within the time limitspecified in Clause 11 of the Decision to issue securities and in Clause 2.9 ofthe Prospectus. The commencement date of the Exchange-traded bonds placement isdetermined by the Issuer in accordance with the applicable federal legislation. The Issuer informs the Stock-exchange and the NSD (National SettlementDepositary) of the determined commencement date of placement of theExchange-traded bonds of the BO-10/BO-11 series no later than 5 (five) daysprior to the commencement date of placement. The commencement date of the Exchange-traded bonds placement may be changed bythe decision of the sole executive body of the Issuer subject to therequirements for the procedure of the disclosure of information on the changeof the commencement date of the Exchange-traded bonds placement, established inaccordance with the legislation of the Russian Federation, the Decision toissue securities and the Prospectus. If the Issuer adopts the decision to change the commencement date of placementof the Exchange-traded bonds of the BO-10/BO-11 series disclosed pursuant tothe procedure and within the time limit specified in Clause 11 of the Decisionto issue securities and in Clause 2.9 of the Prospectus, the Issuer shallpublish the report on change of the commencement date of the Exchange-tradedbonds placement pursuant to the procedure and within the time limit specifiedin Clause 11 of the Decision to issue securities and in Clause 2.9 of theProspectus. The Issuer informs the Stock-exchange of the change of the commencing date ofplacement no later than 1 (one) day prior to the corresponding date. The commencement date of placement of the Exchange-traded bonds of the BO-10/BO-11 series is the earliest date of the following dates: a) the 3rd (Third) business day from the commencement date of theExchange-traded bonds placement; b) the date of placement of the last Exchange-traded bond. The term of the Exchange-traded bonds placement may not exceed 1 (One) monthfrom the commencement date of the Exchange-traded bonds placement. The preemptive right to acquire the placed securities is not provided. Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Items 12, 13 on the agenda: "To approve the Decision to issue securities of the open joint-stock company"Magnit" - non-convertible interest-bearing certified exchange-traded bonds ofthe BO-10/BO-11 series to the bearer with the obligatory centralized custody inthe amount of 10,000,000 (Ten million) bonds of each series of the nominalvalue of 1,000 (One thousand) rubles each with the total nominal value of10,000,000,000 (Ten billion) rubles each series with the repayment period onthe 1,820th (One thousand eight hundred and twentieth) day from thecommencement date of the placement of the Exchange-traded bonds of the BO-10/BO-11 series in the form of public subscription eligible for anticipatedrepayment at the request of holders and at the discretion of the Issuer." Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 14 on the agenda: "To approve the Prospectus of securities of the open joint-stock company"Magnit": non-convertible interest-bearing certified exchange-traded bonds of the BO-10/BO-11 series to the bearer with the obligatory centralized custody in theamount of 10,000,000 (Ten million) bonds of each series of the nominal value of1,000 (One thousand) rubles each with the total nominal value of 10,000,000,000(Ten billion) rubles each series with the repayment period on the 1,820th (Onethousand eight hundred and twentieth) day from the commencement date of theplacement of the Exchange-traded bonds of the BO-10/BO-11 series in the form ofpublic subscription eligible for anticipated repayment at the request ofholders and at the discretion of the Issuer." Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 15 on the agenda: "To approve the major transaction (several associated transactions) with thefollowing essentials: Subject of the transaction: placement by public subscription of non-convertible interest-bearing certifiedexchange-traded bonds of the BO-10, BO-11 series to the bearer with theobligatory centralized custody in the amount of 20,000,000 (Twenty million)bonds of the nominal value of 1,000 (One thousand) rubles each with the totalnominal value of 20,000,000,000 (Twenty billion) rubles being placed in theform of public subscription at the price of 100 (hundred) percent of thenominal value of the Exchange-traded bonds which amounts to 1,000 (Onethousand) rubles each with the repayment period on the 1,820th (One thousandeight hundred and twentieth) day from the commencement date of the placement ofthe Exchange-traded bonds of the corresponding series by cash by means ofnon-cash settlement in the currency of the Russian Federation, providing forthe coupon yield payment in the amount determined in accordance with theDecision on securities issue and the Prospectus. The price of the Exchange-traded bonds placement amounts to 100 (One hundred)percent of the nominal value. Parties of the transaction: - issuer of the Exchange-traded bonds - OJSC "Magnit", - individuals and legal entities - acquirers of the Exchange-traded bonds ofOJSC "Magnit". Price of the transaction: nominal value of the Exchange-traded bonds amounts to 20,000,000,000 (Twentybillion) rubles - in the aggregate cumulative with the coupon yield paid forthe whole period of the floatation of the Exchange-traded bonds. The amount ofthe coupon yield is defined by OJSC "Magnit" pursuant to the terms andprocedure stipulated by the Decision on securities issue and the Prospectus." Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. Item 16 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is the soleshareholder of JSC "Tander", to make the following decision at the realizationof the voting right on shares owned by the Company": "To pay dividends according to the results of the first quarter of 2013financial year on the ordinary registered shares of JSC "Tander" in the amountof 1,700,000,000 (one billion seven hundred million) rubles which amounts to0.17 rubles (zero rubles seventeen kopecks) per each ordinary share by means offunds transfer to the settlement account of the relevant shareholder within 60days from the date of the decision to pay dividends". Votes were cast as follows: A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for". The decision was made. For further information, please contact: Timothy Post Director, Investor Relations Email: [email protected] Office: +7-861-277-4554 x7600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 Dina Svishcheva Deputy Director, Investor Relations e-mail: [email protected] Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5101 Mob.: +7-961-511-02-02 Direct line for investors only: +7 (861) 277-45-62 Company description: Magnit is Russia's largest retailer. Founded in 1994 by Sergey Galitskiy, thecompany is headquartered in the southern Russian city of Krasnodar. As of March31, 2013, Magnit operates 18 distribution centers and over 7,000 stores (6,209convenience, 153 hypermarkets, and 713 cosmetics) in more than1,600 cities andtowns throughout 7 federal regions of the Russian Federation. In accordance with its audited IFRS consolidated financial statements foryear-end 2012, Magnit had revenues of $14.43 billion USD and an EBITDA of $1.52billion USD. Magnit's local shares are traded on the Moscow Stock Exchange(MICEX: MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it hasa credit rating from Standard & Poor's of BB. Measured bymarket capitalization, Magnit is now Europe's 2nd largest retailer.